Common use of Pre-Release of American Depositary Shares Clause in Contracts

Pre-Release of American Depositary Shares. The Depositary may, notwithstanding Section 2.3, deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 ("Pre-Release"). The Depositary may, pursuant to Section 2.5, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 2 contracts

Samples: Deposit Agreement (Simcere Pharmaceutical Group), Deposit Agreement (Simcere Pharmaceutical Group)

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Pre-Release of American Depositary Shares. The Depositary may issue Receipts against delivery by the Company (or any agent of the Company recording Share ownership) of rights to receive Shares from the Company (or any such agent of the Company). No such issue of Receipts will be deemed a “Pre-Release” that is subject to the restrictions of the following paragraph. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.32.03 hereof, execute and deliver American Depositary Shares Receipts prior to the receipt of Shares pursuant to Section 2.2 2.02 ("Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have Receipt has been Pre-Released. The Depositary may receive American Depositary Shares Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Shares or American Depositary Shares Receipts are to be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares Receipts to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or American Depositary SharesReceipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares Share or American Depositary SharesReceipts, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary SharesReceipts, as the case may be), other than in satisfaction of such Pre-Release), (b) at all times time fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's ’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's ’s obligation to deliver Shares or American Depositary Shares Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 2 contracts

Samples: Deposit Agreement (Hikma Pharmaceuticals PLC), Deposit Agreement (Hikma Pharmaceuticals PLC)

Pre-Release of American Depositary Shares. The Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3, deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 ("Pre-Release"). The Depositary may, pursuant to Section 2.5, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, be (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's ’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's ’s obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 2 contracts

Samples: Deposit Agreement (Trina Solar LTD), Deposit Agreement (Trina Solar LTD)

Pre-Release of American Depositary Shares. The Depositary mayUnless requested in writing by the Company to cease doing so, notwithstanding Section 2.32.03 hereof, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-ReleasedRelease. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") that the Pre-Releaseesuch person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such American Depositary Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, Owners and (iii) will not take any action with respect to such American Depositary Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or American Depositary Shares, as the case may be), other than in satisfaction of such the Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it reasonably deems reasonably appropriate, appropriate and may, with the prior written consent of the Company, change such that limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the The collateral referred to in clause item (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's ’s obligations to the Depositary in connection with a the related Pre-Release transaction, including the Pre-Releasee's ’s obligation to deliver Shares or American Depositary Shares upon termination of a that Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunderSecurities). The Depositary may retain for its own account any compensation received by it in connection with the foregoing. The Company shall have no liability to any Owner or Holder in connection with any Pre-Release.

Appears in 2 contracts

Samples: Deposit Agreement (Navios Maritime Holdings Inc.), Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Depositary mayUnless requested in writing by the Company to cease doing so, notwithstanding Section 2.32.03 hereof, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will may also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems may deem appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 2 contracts

Samples: Deposit Agreement (Norse Energy Corp. ASA), Deposit Agreement (Andes Energia PLC)

Pre-Release of American Depositary Shares. The Unless requested in writing by the Company to cease doing so (in which case the Depositary shall promptly cease doing so), the Depositary may, notwithstanding Section 2.32.03 hereof, deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") delivered, that the Pre-Releaseesuch person, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares that are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Unless requested by the Company in writing to cease doing so, notwithstanding Section 2.03 hereof, the Depositary may, notwithstanding Section 2.3to the extent not prohibited by applicable law, deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") delivered, that the Pre-Releaseesuch person, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, Owners and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination Shares, as the case may be, in satisfaction of a Pre-Release transaction (and but shall not, for the avoidance of doubt, constitute Deposited Securities hereunderSecurities). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 2 contracts

Samples: Deposit Agreement (CR2 Empreendimentos Imobili?rios S.A.), Deposit Agreement (Bank Bradesco)

Pre-Release of American Depositary Shares. The Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.32.03 hereof, execute and deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Shares or American Depositary Shares are to be delivered (the "Pre-Pre- Releasee") that the Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case by case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.32.03 hereof, execute and deliver American Depositary Shares Receipts prior to the receipt of Shares pursuant to Section 2.2 2.02 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have Receipt has been Pre-Released. The Depositary may receive American Depositary Shares Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Shares Receipts or American Depositary Shares are to be delivered (the "Pre-Releasee") ”), that the Pre-Releasee, Releasee or its customer, (i) owns the Shares or American Depositary Shares Receipts to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or American Depositary SharesReceipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary SharesReceipts, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary SharesReceipts, as the case may be), other than in satisfaction of such Pre-Release, ) (b) at all times fully collateralized with cash, cash or U.S. government securities or (but such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securityshall not constitute Deposited Securities), (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate, appropriate and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar U.S. dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the this Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's ’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's ’s obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Tenaris Sa)

Pre-Release of American Depositary Shares. The Depositary mayUnless requested in writing by the Company to cease doing so, notwithstanding Section 2.32.03 hereof, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Shares Receipts or American Depositary Shares are to be delivered (the "Pre-Releasee") ”), that the Pre-Releaseesuch person, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns transfers all beneficial rightsright, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), be other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days Business Days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the this Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's ’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's ’s obligation to deliver Shares or American Depositary Shares Receipts upon termination of a Pre-Release transaction transaction, (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunderSecurities). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 2 contracts

Samples: Deposit Agreement (Edenor), Deposit Agreement (Edenor)

Pre-Release of American Depositary Shares. The Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.32.03, deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") delivered, that the Pre-Releaseesuch person, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares that are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, except that the Depositary reserves the right to may disregard such that limit from time to time as it deems reasonably appropriate, appropriate and may, with the prior written consent of the Company, change such that limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Depositary mayUnless requested in writing by the Company to cease doing so, notwithstanding Section 2.32.03 hereof, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("Pre-a “Pre Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Pre Released, whether or not such cancellation is prior to the termination of such Pre-Pre Release or the Depositary knows that such American Depositary Shares have been Pre-Pre Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Pre Release. Each Pre-Pre Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") delivered, that the Pre-Releaseesuch person, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Releaserelease), (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases Pre Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the this Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's ’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's ’s obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Unless requested by the Company in writing to cease doing so, notwithstanding Section 2.03 hereof, the Depositary may, notwithstanding Section 2.3to the extent not prohibited by applicable law, deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") delivered, that the Pre-Releaseesuch person, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, Owners and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination Shares, as the case may be, in satisfaction of a Pre-Release transaction (and but shall not, for the avoidance of doubt, constitute Deposited Securities hereunderSecurities). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Depositary mayUnless requested in writing by the Company to cease doing so, notwithstanding Section 2.32.03, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "a “Pre-Releasee") ”), that the Pre-Releaseesuch person, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares that are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the this Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's ’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's ’s obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunderSecurities). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 2 contracts

Samples: Deposit Agreement (Criteo S.A.), Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Unless requested by the Company in writing to cease doing so, notwithstanding Section 2.03 hereof, the Depositary may, notwithstanding Section 2.3to the extent not prohibited by applicable law, deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") delivered, that the Pre-Releaseesuch person, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, Owners and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination Shares, as the case may be, in satisfaction of a Pre-Release transaction (and but shall not, for the avoidance of doubt, constitute Deposited Securities hereunderSecurities). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Depositary mayUnless requested in writing by the Company to cease doing so, notwithstanding Section 2.32.03 hereof, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "a “Pre-Releasee") ”), that the Pre-Releaseesuch person, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns transfers all beneficial rightsright, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares that are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's ’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's ’s obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunderSecurities). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 2 contracts

Samples: Deposit Agreement (Luxfer Holdings PLC), Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Depositary may, notwithstanding Section 2.32.3 of the Deposit Agreement, deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement ("Pre-Release"). The Depositary may, pursuant to Section 2.52.5 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunderthereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder thereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunderthereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 2 contracts

Samples: Deposit Agreement (Simcere Pharmaceutical Group), Deposit Agreement (Simcere Pharmaceutical Group)

Pre-Release of American Depositary Shares. The Depositary may issue Receipts against the delivery by the Company (or any agent of the Company recording Share ownership) of rights to receive Shares from the Company (or any such agent). No such issue of Receipts will be deemed a "Pre-Release" that is subject to the restrictions of the following paragraph. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.32.3 hereof, execute and deliver American Depositary Shares Receipts prior to the receipt of Shares pursuant to Section 2.2 ("Pre-Release"). The Depositary may, pursuant to Section 2.5, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have Receipt has been Pre-Released. The Depositary may receive American Depositary Shares Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Shares or American Depositary Shares Receipts are to be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the Shares shares or American Depositary Shares Receipts to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary SharesReceipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary SharesReceipts, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary SharesReceipts, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Notwithstanding Section 2.03 hereof, unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3, may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitteddelivered to the Depositary, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners or Beneficial Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Notwithstanding Section 2.03 hereof and unless requested by the Company in writing to cease doing so, the Depositary may, notwithstanding Section 2.3, may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") delivered, that the Pre-Releaseesuch person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such American Depositary Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, Owners and (iii) will not take any action with respect to such American Depositary Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or American Depositary Shares, as the case may be), other than in satisfaction of such the Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares that are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination Shares, as the case may be, in satisfaction of a Pre-Release transaction (and but shall not, for the avoidance of doubt, constitute Deposited Securities hereunderSecurities). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Notwithstanding Section 2.3 of the Deposit Agreement, unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3, may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 of that Agreement ("a “Pre-Release"). The Depositary may, pursuant to Section 2.5, 2.5 of the Deposit Agreement deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation that surrender is prior to the termination of such that Pre-Release or the Depositary knows that such those American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") ”), that the Pre-Releasee, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such those American Depositary Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, Owners and (iii) will not take any action with respect to such those American Depositary Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such those American Depositary Shares or American Depositary Shares, as the case may be), other than in satisfaction of such the Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it reasonably deems reasonably appropriate, appropriate and may, with the prior written consent of the Company, change such that limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the The collateral referred to in clause item (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's ’s obligations to the Depositary in connection with a the related Pre-Release transaction, including the Pre-Releasee's ’s obligation to deliver Shares or American Depositary Shares upon termination of a that Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunderSecurities). The Depositary may retain for its own account any compensation received by it in connection with the foregoingPre-Release.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Depositary may, notwithstanding Notwithstanding Section 2.3, unless requested in writing by the Company to cease doing so, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.5, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation that surrender is prior to the termination of such that Pre-Release or the Depositary knows that such those American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will must be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") ”), that the Pre-Releaseesuch person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such those American Depositary Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, Owners and (iii) will not take any action with respect to such those American Depositary Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such those American Depositary Shares or American Depositary Shares, as the case may be), other than in satisfaction of such the Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further all indemnities and credit regulations as that the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the all American Depositary Shares deposited hereunderoutstanding; provided, however, that the Depositary reserves the right to disregard such that limit from time to time as it deems reasonably appropriate, appropriate and may, with the prior written consent of the Company, change such that limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause item (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's ’s obligations to the Depositary in connection with a the related Pre-Release transaction, including the Pre-Pre- Releasee's ’s obligation to deliver Shares or American Depositary Shares upon termination of a that Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunderSecurities). The Depositary may retain for its own account any compensation received by it in connection with the foregoingPre-Release.

Appears in 1 contract

Samples: Deposit Agreement (Grupo Supervielle S.A.)

Pre-Release of American Depositary Shares. The Depositary mayUnless requested in writing by the Company to cease doing so, notwithstanding Section 2.32.03 hereof, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") delivered, that the Pre-Releaseesuch person, or its customer, customer (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or American Depositary Shares, Receipts (as the case may be, ) to the Depositary in its capacity as such and for the benefit of the Owners, Owners and Holders and (iii) will not take any action with respect to such Shares or American Depositary Shares, Receipts (as the case may be, ) that is inconsistent with the transfer of beneficial ownership (including, including without the consent of the Depositary, disposing of such Shares or American Depositary SharesReceipts, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, determines in good faith, faith will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will also set dollar limits with respect to Pre-Release transactions hereunder, with any particular Pre-Releasee, on a case by case basis as the Depositary deems reasonably appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate, appropriate and may, with the prior written consent of the Company, change such limit limits for purposes the purpose of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause sub-paragraph (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's ’s obligations to the Depositary in connection with a Pre-Release transactionherewith, including the Pre-Releasee's ’s obligation to deliver Shares or American Depositary Shares Receipts upon termination of a Pre-Release transaction anticipated hereunder (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (JSC RusHydro)

Pre-Release of American Depositary Shares. The Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.32.03 hereof, execute and deliver American Depositary Shares Receipts prior to the receipt of Shares shares pursuant to Section 2.2 2.02 ("Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have Receipt has been Pre-Released. The Depositary may receive American Depositary Shares Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Shares or American Depositary Shares Receipts are to be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the Shares shares or American Depositary Shares Receipts to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary SharesReceipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary SharesReceipts, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary SharesReceipts, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's ’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's ’s obligation to deliver Shares or American Depositary Shares Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Intercell Ag)

Pre-Release of American Depositary Shares. The Notwithstanding Section 2.3 of the Deposit Agreement, the Depositary may, notwithstanding Section 2.3, may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.5 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation that surrender is prior to the termination of such that Pre-Release or the Depositary knows that such those American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will must be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) represents that the Pre-Releasee, or its customer, owns the Shares or American Depositary Shares to be remitted, as the case may be, be and (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Pre Release, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further all indemnities and credit regulations as that the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the all American Depositary Shares deposited hereunderoutstanding; provided, however, that the Depositary reserves the right to change or disregard such that limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause item (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's ’s obligations to the Depositary in connection with a the related Pre-Release transaction, including the Pre-Releasee's ’s obligation to deliver Shares or American Depositary Shares upon termination of a that Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunderSecurities). The Depositary may retain for its own account any compensation received by it in connection with the foregoingPre-Release.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Notwithstanding Section 2.03 hereof, unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3, may deliver American Depositary Shares prior to the receipt of Shares CPOs pursuant to Section 2.2 2.02 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares CPOs upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares CPOs in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") delivered, that the Pre-Releaseesuch person, or its customer, (i) owns the Shares CPOs or American Depositary Shares to be remitted, as the case may be, be (ii) assigns transfers all beneficial rightsright, title and interest in such Shares CPOs or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares CPOs or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares CPOs or American Depositary Shares, as the case may be), be other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days Business Days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but CPOs represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares CPOs deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.32.03 hereof, execute and deliver American Depositary Shares Receipts prior to the receipt of Shares pursuant to Section 2.2 2.02 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have Receipt has been Pre-Released. The Depositary may receive American Depositary Shares Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Shares Receipts or American Depositary Shares are to be delivered (the "Pre-Releasee") ”), that the Pre-Releasee, Releasee or its customer, (i) owns the Shares or American Depositary Shares Receipts to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or American Depositary SharesReceipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary SharesReceipts, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary SharesReceipts, as the case may be), other than in satisfaction of such Pre-Release, ) (b) at all times fully collateralized with cash, cash or U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitysecurities, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves and the Company reserve the right to to, upon mutual agreement, change or disregard such limit from time to time as it deems reasonably appropriate, they deem appropriate and the Depositary may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar U.S. dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the this Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's ’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's ’s obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Pre-Release of American Depositary Shares. The Depositary may, notwithstanding Notwithstanding Section 2.3, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.5, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation that surrender is prior to the termination of such that Pre-Release or the Depositary knows that such those American Depositary Shares have been Pre-Released. The Depositary may in its discretion receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will must be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") delivered, that the Pre-Releaseesuch person, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Pre Release, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further all indemnities and credit regulations as that the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the all American Depositary Shares deposited hereunderoutstanding; provided, however, that the Depositary reserves the right to change or disregard such that limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoingPre-Release.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Notwithstanding Sections 2.03 and 2.05 hereof, the Depositary may, notwithstanding Section 2.3to the extent not prohibited by applicable law, deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("a “Pre-Release of American Depositary Shares”) and may deliver Shares prior to the surrender and cancellation of American Depositary Shares if the person to whom such Shares are to be delivered is a banking institution organized pursuant to the laws of South Africa (“South African Bank”) (“Pre-Release of Shares” and, together with Pre-Release of American Depositary Shares, a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-ReleaseRelease of American Depositary Shares. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") ”), that the Pre-Releaseesuch person, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determinesdeems appropriate and, in good faithconnection with the Pre-Release of Shares, will provide substantially similar liquidity and securitypreceded or accompanied by an unconditional guaranty by the Pre-Releasee to deliver American Depositary Shares for cancellation on the same calendar day on which such Shares are delivered to the Pre-Releasee (or, if such American Depositary Shares are not so delivered, to return the Shares), (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares that are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Depositary mayand its Affiliates, notwithstanding subject to Section 2.32.09 of the Agreement, may own and deal in any class of securities of the Company and its Affiliates and in American Depositary Shares. Notwithstanding Section 2.03 of the Agreement, the Depositary may issue and deliver American Depositary Shares prior to the receipt of Shares Shares, unless requested in writing by the Company to cease doing so, pursuant to Section 2.2 2.02 of the Agreement ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05 of the Agreement, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") that the Pre-Releaseesuch person, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems reasonably appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunderunder the Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Citibank,N.A./ADR)

Pre-Release of American Depositary Shares. The Notwithstanding Section 2.03 hereof, the Depositary may, notwithstanding Section 2.3, may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ( “Pre-Release of American Depositary Shares”) and may deliver Shares prior to the surrender and cancellation of American Depositary Shares if the person to whom such Shares are to be delivered is a banking institution organized pursuant to the laws of the Republic of South Africa (“South African Bank”) (“Pre-Release of Shares” and, together with Pre-Release of American Depositary Shares, "Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the a "Pre-Releasee") ), that the Pre-Releaseesuch person, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determinesdeems appropriate and in connection with Pre-Release of Shares, in good faithpreceded or accompanied by an unconditional guaranty by the South-African Bank to deliver American Depositary Shares for cancellation on the same calendar day on which the Shares are delivered to the South-African Bank (or, will provide substantially similar liquidity and securityif such American Depositary Shares are not so delivered, to return the Shares), (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's ’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's ’s obligation to deliver Shares or American Depositary Depository Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunderSecurities). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Depositary mayUnless requested by the Company to cease doing so, and notwithstanding Section 2.32.03 hereof, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") delivered, that the Pre-Releaseesuch person, or its customer, (i) owns or represents the owner of the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (includingownership, including without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, deems appropriate in good faith, faith will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate, appropriate and may, with the prior written consent of the Company, change such limit limits for purposes the purpose of general application. The Depositary will also set Dollar dollar limits with respect to Pre-Release such transactions to be entered into hereunder with any particular Pre-Releasee Release hereunder on a case-by-case by case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the The collateral referred to in clause sub-paragraph (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's ’s obligations to the Depositary in connection with a Pre-Release transactionhereinwith, including the Pre-Releasee's ’s obligation to deliver Shares or and/or American Depositary Shares upon termination of a Pre-Release transaction (anticipated hereunder and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Lecico Egypt S.A.E.)

Pre-Release of American Depositary Shares. The Depositary mayUnless requested in writing by the Company to cease doing so, notwithstanding Section 2.32.03, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("Pre-Release of American Depositary Shares") and may deliver Shares prior to the surrender and cancellation of American Depositary Shares if the person to whom such Shares are to be delivered is a banking institution organized pursuant to the laws of South Africa ("South African Bank") ("Pre-Release of Shares") (Pre-Release of American Depositary Shares and Pre-Release of Shares are collectively referred to herein as "Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender and cancellation of American Depositary Shares that which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") that the such Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, and (ii) assigns all beneficial rightsright, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, Owners and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitysecurity and, in connection with the Pre-Release of Shares preceded or accompanied by an unconditional guaranty by the Pre-Releasee to deliver American Depositary Shares for cancellation on the same calendar day on which such Shares are delivered to the Pre-Releasee (or, if such American Depositary Shares are not so delivered, to return the Shares), (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares that are outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case by case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the this Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Notwithstanding Section 2.3 of the Deposit Agreement, the Depositary may, notwithstanding Section 2.3, may deliver American Depositary Shares prior to the receipt of Shares Units pursuant to Section 2.2 of the Deposit Agreement ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.5 of the Deposit Agreement, deliver Shares Units upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation that surrender is prior to the termination of such that Pre-Release or the Depositary knows that such those American Depositary Shares have been Pre-Released. The Depositary may in its discretion receive American Depositary Shares in lieu of Shares Units in satisfaction of a Pre-Release. Each Pre-Release will must be (a) preceded or accompanied by a written representation and agreement from the person to whom Shares or American Depositary Shares or Units are to be delivered (the "Pre-Releasee") delivered, that the Pre-Releaseesuch person, or its customer, (i) owns the Shares Units or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares Units or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares Units or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares Units or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further all indemnities and credit regulations as that the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the all American Depositary Shares deposited hereunderoutstanding; provided, however, that the Depositary reserves the right to change or disregard such that limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoingPre-Release.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Depositary may issue American Depositary Shares against delivery by the Company (or any agent of the Company recording Share ownership) of rights to receive Shares from the Company (or any such agent of the Company). No such issue of American Depositary Shares will be deemed a "Pre-Release" that is subject to the restrictions of the following paragraph. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.32.03 of the Deposit Agreement, deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 of the Deposit Agreement ("Pre-Release"). The Depositary may, pursuant to Section 2.52.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days days' notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunderunder the Deposit Agreement; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar dollar limits with respect to Pre-Release transactions to be entered into hereunder under the Deposit Agreement with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunderunder the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Notwithstanding Section 2.3 of the Deposit Agreement, and unless requested by the Company to cease doing so (upon which written request, the Depositary may, notwithstanding Section 2.3, shall forthwith cease doing so) the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.5 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation that surrender is prior to the termination of such that Pre-Release or the Depositary knows that such those American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will must be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") ), that the Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further all indemnities and credit regulations as that the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the all American Depositary Shares deposited hereunderoutstanding; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case by case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's ’s obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoingPre-Release.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Depositary may issue Receipts against the delivery by the Issuer (or any agent of the Issuer recording Share ownership) of rights to receive Shares from the Issuer (or any such agent). No such issue of Receipts will be deemed a "Pre-Release" that is subject to the restrictions of the following paragraph. Unless requested in writing by the Issuer to cease doing so, the Depositary may, notwithstanding Section 2.32.03 hereof, execute and deliver American Depositary Shares Receipts prior to the receipt of Shares pursuant to Section 2.2 2.02 ("Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have Receipt has been Pre-Released. The Depositary may receive American Depositary Shares Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Shares or American Depositary Shares Receipts are to be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares Receipts to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary SharesReceipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary SharesReceipts, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary SharesReceipts, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the CompanyIssuer, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Telstra Corp LTD)

Pre-Release of American Depositary Shares. The Notwithstanding Section 2.03 hereof, unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3, may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") delivered, that the Pre-Releaseesuch person, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, be (ii) assigns transfers all beneficial rightsright, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), be other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days Business Days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Notwithstanding Section 2.03 hereof, unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3, may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") ”), that the Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, determines in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners and Holders under the this Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's ’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's ’s obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Allied Irish Banks PLC)

Pre-Release of American Depositary Shares. The Unless requested by the Company in writing to cease doing so, notwithstanding Section 2.03 hereof, the Depositary may, notwithstanding Section 2.3to the extent not prohibited by applicable law, deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") delivered, that the Pre-Releaseesuch person, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, Owners and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, determines in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares that are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, appropriate and may, with the prior written consent of the Company, change such that limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination Shares, as the case may be, in satisfaction of a Pre-Release transaction (and but shall not, for the avoidance of doubt, constitute Deposited Securities hereunderSecurities). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Depositary may, notwithstanding Notwithstanding Section 2.3, and unless requested by the Company to cease doing so (upon which written request, the Depositary shall forthwith cease doing so) the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.5, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation that surrender is prior to the termination of such that Pre-Release or the Depositary knows that such those American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will must be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") ), that the Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further all indemnities and credit regulations as that the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the all American Depositary Shares deposited hereunderoutstanding; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case by case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's ’s obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoingPre-Release.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.32.03, deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("“Pre-Release of American Depositary Shares”) and may deliver Shares prior to the surrender and cancellation of American Depositary Shares if the person to whom such Shares are to be delivered is a banking institution organized pursuant to the laws of South Africa (“South African Bank”) (“Pre-Release of Shares” and, together with Pre-Release of American Depositary Shares, “Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") that the such Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determinesreasonably deems appropriate and, in good faithconnection with the Pre-Release of Shares, will provide substantially similar liquidity and securitypreceded or accompanied by an unconditional guaranty by the Pre-Releasee to deliver American Depositary Shares for cancellation on the same calendar day on which such Shares are delivered to the Pre-Releasee (or, if such American Depositary Shares are not so delivered, to return the Shares), (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares that are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Depositary mayUnless requested in writing by the Company to cease doing so, notwithstanding Section 2.3, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.5, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation that surrender is prior to the termination of such that Pre-Release or the Depositary knows that such those American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will must be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") that the Pre-Releaseesuch person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such American Depositary Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, Owners and (iii) will not take any action with respect to such American Depositary Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or American Depositary Shares, as the case may be), other than in satisfaction of such the Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further all indemnities and credit regulations as that the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunderunder this Deposit Agreement; provided, however, that the Depositary reserves the right to disregard such that limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such that limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoingPre-Release.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Depositary and its Affiliates, subject to Section 2.09 of the Agreement, may own and deal in any class of securities of the Company and its Affiliates and in American Depositary Shares. Unless requested in writing by the Company to cease doing so, the Depositary may, (i) notwithstanding Section 2.32.03 of the Agreement, issue and deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 of the Agreement ("Pre-Release"). The Depositary may, ”) and (ii) pursuant to Section 2.52.05 of the Agreement, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares under (i) above in satisfaction of a Pre-ReleaseRelease and may receive Shares in lieu of American Depositary Shares under (ii) above. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom the Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, agrees to indicate the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing owner of such Shares or American Receipts in its records and to hold such Shares or Receipts in trust for the Depositary Sharesuntil such Shares or Receipts are delivered to the Depositary or the Custodian, (iii) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, and (iv) agrees to any additional restrictions or requirements that the case Depositary may be), other than in satisfaction of such Pre-Releasedeem reasonably necessary or proper, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary reasonably deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the American Depositary Shares deposited hereunderoutstanding (without giving effect to American Depositary Shares outstanding under (i) above); provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will may also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems reasonably appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary Depositary, in its capacity as such and for the benefit of Owners, as security for the performance of the Pre-Releasee's ’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's ’s obligation to deliver Shares or American Depositary Shares Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Pre-Release of American Depositary Shares. The Depositary may, notwithstanding Notwithstanding Section 2.3, unless requested in writing by the Company to cease doing so, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.5, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation that surrender is prior to the termination of such that Pre-Release or the Depositary knows that such those American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will must be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") ”), that the Pre-Releaseesuch person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such those American Depositary Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, Owners and (iii) will not take any action with respect to such those American Depositary Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such those American Depositary Shares or American Depositary Shares, as the case may be), other than in satisfaction of such the Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further all indemnities and credit regulations as that the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the all American Depositary Shares deposited hereunderoutstanding; provided, however, that the Depositary reserves the right to disregard such that limit from time to time as it deems reasonably appropriate, appropriate and may, with the prior written consent of the Company, change such that limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause item (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's ’s obligations to the Depositary in connection with a the related Pre-Release transaction, including the Pre-Releasee's ’s obligation to deliver Shares or American Depositary Shares upon termination of a that Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunderSecurities). The Depositary may retain for its own account any compensation received by it in connection with the foregoingPre-Release.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Notwithstanding Section 2.3 of the Deposit Agreement, unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3, may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.5 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation that surrender is prior to the termination of such that Pre-Release or the Depositary knows that such those American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will must be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") ”), that the Pre-Releaseesuch person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such those American Depositary Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, Owners and (iii) will not take any action with respect to such those American Depositary Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such those American Depositary Shares or American Depositary Shares, as the case may be), other than in satisfaction of such the Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further all indemnities and credit regulations as that the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the all American Depositary Shares deposited hereunderoutstanding; provided, however, that the Depositary reserves the right to disregard such that limit from time to time as it deems reasonably appropriate, appropriate and may, with the prior written consent of the Company, change such that limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause item (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's ’s obligations to the Depositary in connection with a the related Pre-Release transaction, including the Pre-Releasee's ’s obligation to deliver Shares or American Depositary Shares upon termination of a that Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunderSecurities). The Depositary may retain for its own account any compensation received by it in connection with the foregoingPre-Release.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Depositary may issue American Depositary Shares against the delivery by the Company (or any agent of the Company recording Share ownership) of rights to subscribe for Shares from the Company (or any such agent). No such issue of American Depositary Shares in response to any such subscription rights will be deemed a "Pre-Release" that is subject to the restrictions of the following paragraph. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.32.4 hereof, deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 ("Pre-Release"). The Depositary may, pursuant to Section 2.52.6, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have Receipt has been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right right, after Consultation with the Company, to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). Without limiting the generality of the foregoing, a Pre-Release shall have no effect on dividends payable by the Company or on shareholder voting rights, which shall be governed exclusively by the rights attendant to Shares under applicable German law. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.32.03 hereof, execute and deliver American Depositary Shares prior to the receipt of Shares shares pursuant to Section 2.2 2.02 ("Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the Shares shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Royal Bank of Scotland Group PLC)

Pre-Release of American Depositary Shares. The Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.32.03, issue and deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days days' notice, and (d) subject to such further indemnities and credit regulations as the Depositary reasonably deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems reasonably appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary Depositary, in its capacity as such and for the benefit of Owners, as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Citibank,N.A./ADR)

Pre-Release of American Depositary Shares. The Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.32.03 hereof, deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have Share has been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the this Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Imagi International Holdings LTD)

Pre-Release of American Depositary Shares. The Depositary mayUnless requested in writing by Company not to do so, notwithstanding Section 2.3, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.5, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation that surrender is prior to the termination of such that Pre-Release or the Depositary knows that such those American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will must be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") delivered, that the Pre-Releaseesuch person, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such those American Depositary Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, Owners and (iii) will not take any action with respect to such those American Depositary Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such those American Depositary Shares or American Depositary Shares, as the case may be), other than in satisfaction of such the Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further all indemnities and credit regulations as that the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the all American Depositary Shares deposited hereunderoutstanding; provided, however, that the Depositary reserves the right to change or disregard such that limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause item (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's ’s obligations to the Depositary in connection with a the related Pre-Release transaction, including the Pre-Releasee's ’s obligation to deliver Shares or American Depositary Shares upon termination of a that Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunderSecurities). The Depositary may retain for its own account any compensation received by it in connection with the foregoingPre-Release.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Depositary may issue Receipts against the delivery by the Company (or any agent of the Company recording Share ownership) of rights to receive Shares from the Company (or any such agent). No such issue of Receipts will be deemed a "Pre Release" that is subject to the restrictions of the following paragraph. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.32.03 hereof, execute and deliver American Depositary Shares Receipts prior to the receipt of Shares shares pursuant to Section 2.2 2.02 ("Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have Receipt has been Pre-Pre Released. The Depositary may receive American Depositary Shares Receipts in lieu of Shares in satisfaction of a Pre-Pre Release. Each Pre-Pre Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Shares or American Depositary Shares Receipts are to be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the Shares shares or American Depositary Shares Receipts to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary SharesReceipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary SharesReceipts, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary SharesReceipts, as the case may be), other than in satisfaction of such Pre-Pre Release, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Pre Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case by case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Pre Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares Receipts upon termination of a Pre-Pre Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Osmetech PLC)

Pre-Release of American Depositary Shares. The Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.32.03, deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender and cancellation of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") ”), that the Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, Owners and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized (marked to market daily) with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing. The Company will not incur any liability to any Owner or Holder as a result of actions taken by the Depositary pursuant to this Section 2.09.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.32.03 hereof, execute and deliver American Depositary Shares Receipts prior to the receipt of Shares pursuant to Section 2.2 2.02 ("Pre-Release of Receipts") and may deliver Shares prior to the receipt and cancellation of Receipts if the person to whom such Shares are to be delivered is a banking institution organized pursuant to the laws of South Africa ("South African Bank") ("Pre-Release of Shares"). (Pre-Release of Receipts and Pre-Release of Shares are collectively referred to herein as a "Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have Receipt has been Pre-Released. The Depositary may receive American Depositary Shares Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Shares Receipts or American Depositary Shares are to be delivered (the "Pre-Releasee") that the such Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares Receipts to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determinesdeems appropriate and in connection with the Pre-Release of Shares, in good faithpreceded or accompanied by an unconditional guaranty by the Pre-Releasee to deliver Receipts for cancellation on the same calendar day on which the Shares are delivered to the Pre-Releasee (or, will provide substantially similar liquidity and securityif such Receipts are not so delivered, to return the Shares), (c) terminable by the Depositary on not more than five (5) business days days' notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for the purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case by case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Pre- Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Eqstra Holdings LTD)

Pre-Release of American Depositary Shares. The Unless requested by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3, deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 ("Pre-Release"). The Depositary may, pursuant to Section 2.5, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, be (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Tongjitang Chinese Medicines Co)

Pre-Release of American Depositary Shares. The Depositary may, notwithstanding Notwithstanding Section 2.3, unless requested in writing by the Company to stop doing so, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.5, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation that surrender is prior to the termination of such that Pre-Release or the Depositary knows that such those American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will must be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") delivered, that the Pre-Releaseesuch person, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns transfers all beneficial rightsright, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Depository Shares, as the case may be), other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) New York business days days’ notice, and (d) subject to such further all indemnities and credit regulations as that the Depositary deems appropriate. The Company will not incur any liability to any Owner or Holder as a result of actions taken by the Depositary pursuant to this Section 2.9. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the all American Depositary Shares deposited hereunderoutstanding; provided, however, that the Depositary reserves the right to change or disregard such that limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the this Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's ’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's ’s obligation to deliver Shares or American Depositary Depository Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunderSecurities). The Depositary may retain for its own account any compensation received by it in connection with the foregoingPre-Release.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Notwithstanding Section 2.3 of the Deposit Agreement, the Depositary may, notwithstanding Section 2.3, may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.5 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation that surrender is prior to the termination of such that Pre-Release or the Depositary knows that such those American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will must be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") ”), that the Pre-Releaseesuch person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) (ii) assigns all beneficial rightsright, title and interest in such those American Depositary Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, Owners and (iii) will not take any action with respect to such those American Depositary Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such those American Depositary Shares or American Depositary Shares, as the case may be), other than in satisfaction of such the Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further all indemnities and credit regulations as that the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the all American Depositary Shares deposited hereunderoutstanding; provided, however, that the Depositary reserves the right to change or disregard such that limit from time to time as it reasonably deems reasonably appropriate, appropriate and may, with the prior written consent of the Company, change such that limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the The collateral referred to in clause item (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's ’s obligations to the Depositary in connection with a the related Pre-Release transaction, including the Pre-Releasee's ’s obligation to deliver Shares or American Depositary Shares upon termination of a that Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunderSecurities). The Depositary may retain for its own account any compensation received by it in connection with the foregoingPre-Release.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Depositary may deliver American Depositary Shares against the delivery by the Issuer (or any agent of the Issuer recording Share ownership) of rights to receive Shares from the Issuer (or any such agent). No such delivery of American Depositary Shares will be deemed a "Pre-Release" that is subject to the restrictions of the following paragraph. Unless requested in writing by the Issuer to cease doing so, the Depositary may, notwithstanding Section 2.32.03 hereof, deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the Shares shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the OwnersHolders, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the CompanyIssuer, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners Holders under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Ryanair Holdings PLC)

Pre-Release of American Depositary Shares. The Notwithstanding Section 2.03 of the Deposit Agreement, unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3, may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 of the Deposit Agreement ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") ”), that the Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, determines in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners and Holders under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Allied Irish Banks PLC)

Pre-Release of American Depositary Shares. The Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.32.3 hereof, deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.5, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation that surrender is prior to the termination of such that Pre-Release or the Depositary knows that such those American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will must be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") delivered, that the Pre-Releaseesuch person, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, Owners and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further all indemnities and credit regulations as that the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the all American Depositary Shares deposited hereunderoutstanding; provided, however, that the Depositary reserves the right to change or disregard such that limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoingPre-Release.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Notwithstanding Section 2.3 of the Deposit Agreement, unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3, may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.5 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation that surrender is prior to the termination of such that Pre-Release or the Depositary knows that such those American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will must be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") ”), that the Pre-Releaseesuch person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such those American Depositary Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, Owners and (iii) will not take any action with respect to such those American Depositary Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such those American Depositary Shares or American Depositary Shares, as the case may be), other than in satisfaction of such the Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further all indemnities and credit regulations as that the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the all American Depositary Shares deposited hereunderoutstanding; provided, however, that the Depositary reserves the right to disregard such that limit from time to time as it deems reasonably appropriate, appropriate and may, with the prior written consent of the Company, change such that limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause item (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's ’s obligations to the Depositary in connection with a the related Pre-Release transaction, including the Pre-Pre- Releasee's ’s obligation to deliver Shares or American Depositary Shares upon termination of a that Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunderSecurities). The Depositary may retain for its own account any compensation received by it in connection with the foregoingPre-Release.

Appears in 1 contract

Samples: Deposit Agreement (Grupo Supervielle S.A.)

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Pre-Release of American Depositary Shares. The Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.32.3 hereof, execute and deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 ("Pre-Release"). The Depositary may, pursuant to Section 2.5, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have Share has been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.32.03, deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("a “Pre-Release of American Depositary Shares”) and may deliver Shares prior to the surrender and cancellation of American Depositary Shares (a “Pre-Release of Shares” and, together with a Pre-Release of American Depositary Shares, a “Pre-Release")”) if the person to whom those Shares are to be delivered is a South African office of a banking institution organized under the laws of South Africa. The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "a “Pre-Releasee") ”), that the Pre-Releaseesuch person, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determinesdeems appropriate and, in good faiththe case of a Pre-Release of Shares, will provide substantially similar liquidity and securitypreceded or accompanied by an unconditional guaranty by the Pre-Releasee to deliver American Depositary Shares for cancellation on the same calendar day on which the Shares are delivered to the Pre-Releasee (or, if American Depositary Shares are not so delivered, to return the Shares), (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, appropriate and the Depositary may, with the prior written consent of the Company, change such limit that limited for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (BMA Gold LTD)

Pre-Release of American Depositary Shares. The Notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may, notwithstanding Section 2.3, may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 of the Deposit Agreement ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be Notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days days' notice, and (d) subject to such further indemnities and credit regulations as the Depositary reasonably deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunderunder the Deposit Agreement; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunderthereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Sims Group LTD)

Pre-Release of American Depositary Shares. The Depositary may, notwithstanding Section 2.3, deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 ("Pre-Release"). The Depositary may, pursuant to Section 2.5, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's ’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's ’s obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Simcere Pharmaceutical Group)

Pre-Release of American Depositary Shares. The Notwithstanding Section 2.3 of the Deposit Agreement and unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3, may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 of that Agreement ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.5 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation that surrender is prior to the termination of such that Pre-Release or the Depositary knows that such those American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will must be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") delivered, that the Pre-Releaseesuch person, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or American Depositary Shares, as the case may be, Shares to the Depositary in its capacity as such and for the benefit of the Owners, Owners and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, Shares that is inconsistent with the transfer of beneficial ownership (including, including without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further all indemnities and credit regulations as that the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the all American Depositary Shares deposited hereunderoutstanding; provided, however, that the Depositary reserves the right to change or disregard such that limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause item (b) above in the preceding paragraph shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transactionherewith, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunderSecurities). The Depositary may retain for its own account any compensation received by it in connection with the foregoingPre-Release.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Depositary may issue Receipts against delivery by the Company (or any agent of the Company recording Share ownership) of rights to receive Shares from the Company (or any such agent of the Company). No such issue of Receipts will be deemed a “Pre-Release” that is subject to the restrictions of the following paragraph. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.32.03 hereof, execute and deliver American Depositary Shares Receipts prior to the receipt of Shares pursuant to Section 2.2 2.02 ("Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have Receipt has been Pre-Released. The Depositary may receive American Depositary Shares Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Shares or American Depositary Shares Receipts are to be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares Receipts to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or American Depositary SharesReceipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary SharesReceipts, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary SharesReceipts, as the case may be), other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's ’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's ’s obligation to deliver Shares or American Depositary Shares Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Nighthawk Energy PLC)

Pre-Release of American Depositary Shares. The Depositary mayUnless requested in writing by the Company to cease doing so, notwithstanding Section 2.32.03 hereof, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") delivered, that the Pre-Releaseesuch person, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Releaserelease), (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Cementos Argos S.A.)

Pre-Release of American Depositary Shares. The Unless requested by the Company to cease doing so, the Depositary may, to the extent permitted by applicable law, notwithstanding Section 2.32.03 hereof, deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender and cancellation of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") delivered, that the Pre-Releaseesuch person, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares that are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, appropriate and may, with the prior written consent of the Company, change such that limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Depositary may, notwithstanding Notwithstanding Section 2.3, unless requested in writing by the Company to cease doing so, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.5, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation that surrender is prior to the termination of such that Pre-Release or the Depositary knows that such those American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") ”), that the Pre-Releasee, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such those American Depositary Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, Owners and (iii) will not take any action with respect to such those American Depositary Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such those American Depositary Shares or American Depositary Shares, as the case may be), other than in satisfaction of such the Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it reasonably deems reasonably appropriate, appropriate and may, with the prior written consent of the Company, change such that limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the The collateral referred to in clause item (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's ’s obligations to the Depositary in connection with a the related Pre-Release transaction, including the Pre-Releasee's ’s obligation to deliver Shares or American Depositary Shares upon termination of a that Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunderSecurities). The Depositary may retain for its own account any compensation received by it in connection with the foregoingPre-Release.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Depositary and its Affiliates, subject to Section 2.09 of the Agreement, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares. Unless requested in writing by the Company to cease doing so, the Depositary may, (i) notwithstanding Section 2.32.03 of the Agreement, issue and deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 of the Agreement ("Pre-Release"). The Depositary may, ”) and (ii) pursuant to Section 2.52.05 of the Agreement, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares under (i) above in satisfaction of a Pre-ReleaseRelease and may receive shares in lieu of American Depositary Shares under (ii) above. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom the Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, agrees to indicate the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing owner of such Shares or American Receipts in its records and to hold such Shares or Receipts in trust for the Depositary Sharesuntil such Shares or Receipts are delivered to the Depositary or the Custodian, (iii) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, and (iv) agrees to any additional restrictions or requirements that the case Depositary may be), other than in satisfaction of such Pre-Releasedeem reasonably necessary or proper, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary reasonably deems appropriate. The the number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the American Depositary Shares deposited hereunderoutstanding (without giving effect to American Depositary Shares outstanding under (i) above); provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will may also set Dollar limits with respect to Pre-Release transactions Transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems reasonably appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary Depositary, in its capacity as such and for the benefit of Owners, as security for the performance of the Pre-Releasee's ’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's ’s obligation to deliver Shares or American Depositary Shares Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Pre-Release of American Depositary Shares. The Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.32.03, deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("“Pre-Release of American Depositary Shares”) and may deliver Shares prior to the surrender and cancellation of American Depositary Shares if the person to whom such Shares are to be delivered is a banking institution organized pursuant to the laws of South Africa (“South African Bank”) (“Pre-Release of Shares” and, together with Pre-Release of American Depositary Shares, “Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") that the such Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, Owners and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determinesreasonably deems appropriate and, in good faithconnection with the Pre-Release of Shares, will provide substantially similar liquidity and securitypreceded or accompanied by an unconditional guaranty by the Pre-Releasee to deliver American Depositary Shares for cancellation on the same calendar day on which such Shares are delivered to the Pre-Releasee (or, if such American Depositary Shares are not so delivered, to return the Shares), (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares that are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the this Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Depositary mayUnless requested in writing by the Company to cease doing so, notwithstanding Section 2.32.03 hereof, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation surrender is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") that the Pre-Releaseesuch person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such American Depositary Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, Owners and (iii) will not take any action with respect to such American Depositary Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or American Depositary Shares, as the case may be), other than in satisfaction of such the Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares that are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing. The Company will not incur any liability to any Owner or Holder as a result of actions taken by the Depositary pursuant to this Section 2.09.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Notwithstanding Section 2.03 of the Deposit Agreement, unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3, may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 of the Deposit Agreement ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") ”), that the Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, determines in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners and Holders under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's ’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's ’s obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Allied Irish Banks PLC)

Pre-Release of American Depositary Shares. The Unless requested by the Company to cease doing so, the Depositary may, notwithstanding Section 2.32.03 hereof, execute and deliver American Depositary Shares Receipts prior to the receipt of Shares pursuant to Section 2.2 2.02 ("Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have Receipt has been Pre-Released. The Depositary may receive American Depositary Shares Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Shares or American Depositary Shares Receipts are to be delivered (the "Pre-Releasee") that the Pre-Releaseesuch person, or its customer, (i) owns the Shares or American Depositary Shares Receipts to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect agrees in effect to hold such Shares or American Depositary Shares, as for the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent account of the Depositary until delivery of the same upon the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release’s request, (b) at all times fully collateralized (such collateral marked to market daily) with cash, cash or U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitysecurities, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the American Depositary Shares deposited hereunderoutstanding (without giving effect to American Depositary Shares evidenced by Receipts outstanding as a result of Pre-Release); provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, appropriate and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to the number of Pre-Release Released Receipts involved in transactions to be entered into done hereunder with any particular Pre-Releasee one person on a case-by-case by case basis as the Depositary it deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Lottomatica S.p.A.)

Pre-Release of American Depositary Shares. The Notwithstanding Section 2.3 of the Deposit Agreement, the Depositary may, notwithstanding Section 2.3, may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.5 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation that surrender is prior to the termination of such that Pre-Release or the Depositary knows that such those American Depositary Shares have been Pre-Released. The Depositary may in its discretion receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will must be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") delivered, that the Pre-Releaseesuch person, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Pre Release, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further all indemnities and credit regulations as that the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the all American Depositary Shares deposited hereunderoutstanding; provided, however, that the Depositary reserves the right to change or disregard such that limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoingPre-Release.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Unless requested in writing by the Company to cease doing so the Depositary may, notwithstanding Section 2.32.03 hereof, deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender and cancellation of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered delivered, (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case by case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunderSecurities). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Notwithstanding Section 2.03 hereof, unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3, may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") ”), that the Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, determines in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners and Holders under the this Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Allied Irish Banks PLC)

Pre-Release of American Depositary Shares. The Depositary may issue Receipts against the delivery by the Issuer (or any agent of the Issuer recording Share ownership) of rights to receive Shares from the Issuer (or any such agent). No such issue of Receipts will be deemed a "Pre-Release" that is subject to the restrictions of the following paragraph. Unless requested in writing by the Issuer to cease doing so, the Depositary may, notwithstanding Section 2.32.03 thereof, execute and deliver American Depositary Shares Receipts prior to the receipt of Shares pursuant to Section 2.2 2.02 ("Pre-Release")) of the Deposit Agreement. The Depositary may, pursuant to Section 2.52.05 of the Deposit Agreement, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have Receipt has been Pre-Released. The Depositary may receive American Depositary Shares Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Shares or American Depositary Shares Receipts are to be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares Receipts to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary SharesReceipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary SharesReceipts, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary SharesReceipts, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunderunder the Deposit Agreement; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the CompanyIssuer, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder under the Deposit Agreement with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunderthereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Telstra Corp LTD)

Pre-Release of American Depositary Shares. The Notwithstanding Section 2.03 hereof, unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3, may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "a “Pre-Releasee") ”), that the Pre-Releaseesuch person, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns transfers all beneficial rightsright, title and interest in such Shares or American Depositary Depository Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Depository Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Depository Shares, as the case may be), other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's ’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's ’s obligation to deliver Shares or American Depositary Depository Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). 11 The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Petrobras - Petroleo Brasileiro Sa)

Pre-Release of American Depositary Shares. The Depositary may issue American Depositary Shares against delivery by the Company (or any agent of the Company recording Share ownership) of rights to receive Shares from the Company (or any such agent of the Company). No such issue of American Depositary Shares will be deemed a "Pre-Release" that is subject to the restrictions of the following paragraph. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.32.03 hereof, deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender of American Depositary Shares that which have been Pre-Released, whether or not such cancellation surrender is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have has been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days days' notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Notwithstanding Section 2.3 hereof, unless requested by the Company in writing to cease doing so, the Depositary may, notwithstanding Section 2.3, may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.5, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") delivered, that the Pre-Releaseesuch person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, Owners and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such the Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; providedprovided , howeverhowever , that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Therapix Biosciences Ltd.)

Pre-Release of American Depositary Shares. The Depositary may issue American Depositary Shares against delivery by the Company (or any agent of the Company recording Share ownership) of rights to receive Shares from the Company (or any such agent of the Company). No such issue of American Depositary Shares will be deemed a “Pre-Release” that is subject to the restrictions of the following paragraph. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.32.3 hereof, deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 ("Pre-Release"). The Depositary may, pursuant to Section 2.5, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's ’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's ’s obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (General Geophysics Co)

Pre-Release of American Depositary Shares. The Notwithstanding Section 2.3 hereof, unless requested by the Company in writing to cease doing so, the Depositary may, notwithstanding Section 2.3, may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.5, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") delivered, that the Pre-Releaseesuch person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, Owners and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such the Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (BiondVax Pharmaceuticals Ltd.)

Pre-Release of American Depositary Shares. The Unless requested in writing by the Company to cease doing so (in which case the Depositary shall promptly cease from doing so), the Depositary may, notwithstanding Section 2.32.03 hereof, deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") delivered, that the Pre-Releaseesuch person, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing, including, without limitation, earnings on the collateral.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3, deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 ("Pre-Release"). The Depositary may, pursuant to Section 2.5, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, be (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Trina Solar LTD)

Pre-Release of American Depositary Shares. The Unless requested by the Company to cease doing so, the Depositary may, to the extent permitted by applicable law, notwithstanding Section 2.32.03 of the Deposit Agreement, deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 of the Deposit Agreement ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05 of the Deposit Agreement, deliver Shares upon the surrender and cancellation of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") delivered, that the Pre-Releaseesuch person, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares that are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunderunder the Deposit Agreement; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, appropriate and may, with the prior written consent of the Company, change such that limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Unless requested in writing by the Company to cease doing so, the Depositary may, (i) notwithstanding Section 2.32.03, issue and deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("Pre-Release"). The Depositary may, ”) and (ii) pursuant to Section 2.52.05, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares under (i) above in satisfaction of a Pre-ReleaseRelease and may receive Shares in lieu of American Depositary Shares under (ii) above. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom the Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, agrees to indicate the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing owner of such Shares or American Receipts in its records and to hold such Shares or Receipts in trust for the Depositary Sharesuntil such Shares or Receipts are delivered to the Depositary or the Custodian, (iii) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, and (iv) agrees to any additional restrictions or requirements that the case Depositary may be), other than in satisfaction of such Pre-Releasedeem reasonably necessary or proper, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days days' notice, and (d) subject to such further indemnities and credit regulations as the Depositary reasonably deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the American Depositary Shares deposited hereunderoutstanding (without giving effect to American Depositary Shares outstanding under (i) above); provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will may also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems reasonably appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary Depositary, in its capacity as such and for the benefit of Owners, as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Pre-Release of American Depositary Shares. The Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.32.03 of the Deposit Agreement, deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") delivered, that the Pre-Releaseesuch person, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, determines in good faith, faith will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days Business Days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in sub-clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a the Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Gulf Keystone Petroleum LTD)

Pre-Release of American Depositary Shares. The Unless requested in writing by the Company to cease doing so (in which case the Depositary shall promptly cease doing so), the Depositary may, notwithstanding Section 2.32.03 hereof, deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") delivered, that the Pre-Releaseesuch person, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares that are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's ’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's ’s obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Prima BioMed LTD)

Pre-Release of American Depositary Shares. The Depositary may issue Receipts against the delivery by the Company (or any agent of the Company recording Share ownership) of rights to receive Shares from the Company (or any such agent). No such issue of Receipts will be deemed a "Pre-Release" that is subject to the restrictions of the following paragraph. The Depositary may, notwithstanding Section 2.32.03 hereof, execute and deliver American Depositary Shares Receipts prior to the receipt of Shares shares pursuant to Section 2.2 2.02 ("Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have Receipt has been Pre-Released. The Depositary may receive American Depositary Shares Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Shares or American Depositary Shares Receipts are to be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the Shares shares or American Depositary Shares Receipts to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary SharesReceipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary SharesReceipts, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary SharesReceipts, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Provident Financial PLC)

Pre-Release of American Depositary Shares. The Depositary mayUnless requested in writing by the Company to cease doing so, notwithstanding Section 2.32.03 hereof, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") delivered, that the Pre-Releaseesuch person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such American Depositary Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the benefit account of the Owners, Depositary until delivery thereof to the Depositary and (iii) will not take any action with respect to such American Depositary Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or American Depositary Shares, as the case may be), other than in satisfaction of such the Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares that are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Depositary may, to the extent permitted by applicable law, notwithstanding Section 2.32.03 hereof, (i) deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 and ("Pre-Release"). The Depositary may, pursuant to Section 2.5, ii) deliver Shares upon prior to the surrender receipt of American Depositary Shares for withdrawal of Deposited Securities, including American Depositary Shares that have been issued under (i) above but for which Shares may not have been received (each such transaction a “Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-ReleasedRelease”). The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-ReleaseRelease under (i) above (which American Depositary Shares will promptly be canceled by the Depositary upon receipt by the Depositary) and receive Shares in lieu of American Depositary Shares in satisfaction of a Pre-Release under (ii) above. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") delivered, that the Pre-Releaseesuch person, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, agrees to indicate the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing owner of such Shares or American Depositary SharesShares in its records and to hold such Shares or American Depositary Shares in trust for the Depositary until such Shares or American Depositary Shares are delivered to the Depositary or the Custodian, (iii) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or American Depositary Shares and (iv) agrees to any additional restrictions or requirements that the case may be), other than in satisfaction of such Pre-ReleaseDepositary deems appropriate, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares that are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, appropriate and may, with the prior written consent of the Company, change such that limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing. Collateral provided in connection with Pre-Release transactions, but not the earnings thereon, shall be held for the benefit of the Owners (other than the person or entity to whom pre-released American Depositary Shares or Shares are to be delivered).

Appears in 1 contract

Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)

Pre-Release of American Depositary Shares. The Unless requested by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3, deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 ("Pre-Release"). The Depositary may, pursuant to Section 2.5, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, be (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Agria Corp)

Pre-Release of American Depositary Shares. The Depositary may, notwithstanding Section 2.32.3 of the Deposit Agreement, deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement ("Pre-Release"). The Depositary may, pursuant to Section 2.52.5 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunderthereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder thereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's ’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's ’s obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunderthereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Simcere Pharmaceutical Group)

Pre-Release of American Depositary Shares. The Depositary may issue Receipts against the delivery by the Company (or any agent of the Company recording Share ownership) of rights to receive Shares from the Company (or any such agent). No such issue of Receipts will be deemed a “Pre Release” that is subject to the restrictions of the following paragraph. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.32.03 hereof, execute and deliver American Depositary Shares Receipts prior to the receipt of Shares shares pursuant to Section 2.2 2.02 ("Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have Receipt has been Pre-Pre Released. The Depositary may receive American Depositary Shares Receipts in lieu of Shares in satisfaction of a Pre-Pre Release. Each Pre-Pre Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Shares or American Depositary Shares Receipts are to be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the Shares shares or American Depositary Shares Receipts to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary SharesReceipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary SharesReceipts, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary SharesReceipts, as the case may be), other than in satisfaction of such Pre-Pre Release, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Pre Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case by case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's ’s obligations to the Depositary in connection with a Pre-Pre Release transaction, including the Pre-Releasee's ’s obligation to deliver Shares or American Depositary Shares Receipts upon termination of a Pre-Pre Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Osmetech PLC)

Pre-Release of American Depositary Shares. The Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.32.03, deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares Share or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release), (b) at all times time fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the this Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's ’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's ’s obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Notwithstanding Section 2.03 hereof, the Depositary may, notwithstanding Section 2.3, may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") ”), that the Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems reasonably appropriate. The number of Shares not deposited but represented by American Depositary Shares that are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For the purposes of enabling the Depositary to fulfill its obligations to the Owners under the this Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's ’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's ’s obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Notwithstanding Section 2.3 of the Deposit Agreement, the Depositary may, notwithstanding Section 2.3, may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.5 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation that surrender is prior to the termination of such that Pre-Release or the Depositary knows that such those American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will must be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") delivered, that the Pre-Releaseesuch person, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such those American Depositary Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, Owners and (iii) will not take any action with respect to such those American Depositary Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such those American Depositary Shares or American Depositary Shares, as the case may be), other than in satisfaction of such the Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further all indemnities and credit regulations as that the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the all American Depositary Shares deposited hereunderoutstanding; provided, however, that the Depositary reserves the right to change or disregard such that limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoingPre-Release.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Pre-Release of American Depositary Shares. The Depositary mayUnless requested in writing by the Company to cease doing so, notwithstanding Section 2.32.03 hereof, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 ("a “Pre-Release"). The Depositary may, pursuant to Section 2.52.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive accept American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Shares or American Depositary Shares are to be delivered (the "Pre-Releasee") delivered, that the Pre-Releaseesuch person, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares that are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

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